FOR IMMEDIATE RELEASE:  August 29, 1988

          PACIFIC RESOURCES INC. TO OBTAIN FTC APPROVAL
           BEFORE ACQUIRING CERTAIN HAWAII GAS ASSETS,
                UNDER CONSENT AGREEMENT WITH FTC


     The Federal Trade Commission announced that Pacific Re-
sources Inc., of Honolulu, has agreed to obtain FTC approval
before acquiring certain gas or oil assets in the state of
Hawaii, under a consent agreement accepted for public comment.

     The agreement stems from an FTC administrative complaint
issued in November 1987, challenging PRI's proposed acquisition
of Shell Oil Co.'s Hawaiian assets.  The Commission in August
1987 authorized its staff to seek an injunction to block the
acquisition, and on Nov. 6, the U.S. District Court for the
Western District of Washington at Seattle issued a preliminary
injunction.

     The administrative complaint charged that the proposed ac-
quisition could lessen competition in the distribution of gaso-
line and diesel fuel in Hawaii.  PRI had offered to acquire, for
$32 million, Shell's four petroleum products distribution termi-
nals, its company-owned gas stations, the supply contracts to
dealer-owned stations, and a license to use the Shell brand name
in Hawaii.

     Under the consent agreement, through March 1997, PRI must
obtain FTC approval before acquiring any terminalling, refining,
or gasoline retail marketing assets in the state of Hawaii.  It
must also obtain Commission approval before entering into any
terminalling agreement, such as a long term lease, for more than
50 percent of a terminal's capacity.  Each of these provisions
contain exceptions that would permit PRI to acquire certain ter-
minal or retail assets within specified limits, and to enter
into certain terminalling agreements, without securing prior FTC
approval.

     The Commission vote to accept the consent agreement for
public comment was unanimous.  Chairman Daniel Oliver issued a
concurring statement, in which he noted that he had opposed
issuing an adminstrative complaint in the matter, because "addi-
tional litigation to secure additional relief was not warranted. 
Fortunately, counsel for the complaint and for Pacific Resources
have been able to negotiate an order that represents a good
settlement, and that is far preferable to the prospect of addi-
tional litigation."

     A consent agreement is for settlement purposes only and does
not constitute admission of a law violation.  When the Commission
issues a consent order on a final basis, it carries the force of
law with respect to future actions.  Each violation of such an
order may result in a civil penalty of up to $10,000.

     A notice concerning the agreement is scheduled to be pub-
lished in the Federal Register on August 30.  It will be subject
to public comment for 60 days, until Oct. 31, after which the
Commission will decide whether to make it final.  Comments
should be addressed to the Office of the Secretary, FTC, 6th St.
and Pennsylvania Ave. N.W., Washington, D.C. 20580.

     Copies of the agreement, an analysis of the agreement, and
the Chairman's statement are available from the FTC's Public
Reference Branch, Room 130, same address; 202-326-2222; TTY 202-
326-2502.

                              # # #

MEDIA CONTACT:      Susan Ticknor, Office of Public Affairs,
                    202-326-2181

STAFF CONTACT:      Ronald B. Rowe, Bureau of Competition,
                    202-326-2610

(FTC Docket No. 9211)

(PRI)